Item 7.01
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Regulation FD Disclosure.
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Loan Sale
Transaction
On November 9, 2007, Coast Bank of Florida (
Coast Bank
), a Florida state-chartered bank and
wholly-owned subsidiary of Coast Financial Holdings, Inc., a Florida corporation (the
Company
), closed on the sale of approximately $7.9 million in principal amount of its loan portfolio to Frontier Capital Group, Ltd., for an
aggregate purchase price of $3.5 million (
Loan Sale Transaction
).
The determination to sell these loans and enter into
the Loan Sale Transaction was made by Coast Bank following a bidding procedure conducted by an independent broker. The broker had been engaged for the purpose of exploring the values that might be received for a sale of this loan portfolio. In view
of the bids received, Coast Bank concluded that it would be in its best interests to accept the highest bid and sell the loan portfolio.
All of the loans sold by Coast Bank were residential loans that have been delinquent in payments over 90 days and considered to be nonperforming loans. The loans were for properties located primarily in the Cape Coral market in southwest
Florida.
Impact on Merger Transaction and Status of Price Adjustments
As disclosed in the Companys prior filings with the Securities and Exchange Commission, including its Form 10-Q for the fiscal quarter ended
September 30, 2007, under the terms of the Agreement and Plan of Merger (the
Merger Agreement
) by and among First Banks, Inc., a Missouri corporation (
First Banks
), and to be joined in by a company to be
formed as a wholly-owned subsidiary of First Banks, the Company, and Coast Bank, at the effective time of the merger, each outstanding common share of the Company (
Coast Stock
) will be converted into and will represent the right
to receive an amount equal to (a) $22,130,793.80 (
Aggregate Merger Payment
), as adjusted, divided by (b) the number of shares of Coast Stock outstanding on the Determination Date (the date that it is determined that all
conditions for closing have been satisfied), or approximately $3.40 in cash, without interest thereon (the
Per Share Merger Price
). The Merger Agreement provides that the Aggregate Merger Payment and, correspondingly, the Per
Share Merger Price, will be reduced if, on the Determination Date each of the following conditions exist:
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the Companys allowance for loan losses plus its tangible equity is less than 75% of the Companys nonperforming loans and leases plus other real estate
owned (such difference is referred to herein as the
Deficiency
), and;
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the Deficiency is greater than $1 million.
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If each of the above conditions exists on the Determination Date, then the Aggregate Merger Payment will be reduced to the nearest $500,000 increment, rounded upward or downward, to the full amount of the Deficiency and the Per Share Merger
Price will be reduced accordingly (this rounded amount being referred to as the
Adjustment Amount
). If the Deficiency exceeds $10 million, then both the Company and First Banks will have the right to terminate the Merger
Agreement. Based on the above formula and depending on the amount of the Deficiency, the Per Share Merger Price could be reduced from the initially offered price of $3.40 to as low as $1.86 prior to triggering such termination rights.
Prior to taking into account the Loan Sale Transaction, as of October 31, 2007, based on preliminary figures which have not been audited or
finalized, the Deficiency was estimated to be approximately $4,994,000, which, based on an Adjustment Amount of $5.0 million, would have resulted
in a Per Share Merger Price of approximately $2.63. Set forth below is chart which provides the calculation of the Deficiency as if the determination date
for determining the Adjustment Amount was on October 31, 2007, September 30, 2007, June 30, 2007, and December 31, 2006 ($ in thousands):
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October 31,
2007
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September 30,
2007
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June 30,
2007
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December 31,
2006
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Allowance for loan and lease losses
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$
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38,169
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$
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34,798
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$
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26,666
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$
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25,710
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Tangible equity
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16,903
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22,251
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36,056
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57,176
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Total ALLL and tangible equity
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$
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55,072
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$
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57,049
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$
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62,722
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$
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82,886
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Non-performing loans and leases
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$
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78,460
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$
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76,018
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$
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63,671
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$
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6,043
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Other real estate owned
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1,628
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1,762
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1,159
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167
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Total non-performing loans and leases and OREO
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$
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80,088
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$
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77,780
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$
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64,830
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$
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6,210
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Allowance for loan and lease losses plus tangible equity as a percent of non-performing loans and leases and other real estate
owned
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68.76
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%
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73.35
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%
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96.75
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%
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1334.72
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%
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ALLL and tangible equity
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$
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55,072
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$
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57,049
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$
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62,722
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$
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82,886
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less: 75% of non-performing loans and leases and OREO
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60,066
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58,335
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48,623
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4,658
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Surplus / (Deficiency)
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$
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(4,994
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)
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$
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(1,286
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$
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14,099
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$
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78,228
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The information provided in the above table for October 31, 2007, is only preliminary and
may be adjusted by management. The Company does not undertake any obligation to update this information and investors should understand that there is a risk that such information may be substantially revised during the completion of the normal
monthly accounting closing process of the Company and the Bank.
The Loan Sale Transaction reduces the Deficiency by approximately $1.4
million due to the reduction of $7.9 million of nonperforming loans, while reducing the allowance for loan losses by approximately $4.5 million. Accordingly, by reducing the amount of the Deficiency, the Loan Sale Transaction has had a positive
impact on the price to be paid by First Banks under the terms of the Merger Agreement.
Notwithstanding the positive impact that the Loan
Sale Transaction has had on the Deficiency, in view of our current and anticipated performance, including the anticipated increase in delinquencies in our residential construction portfolio, it is likely that the Deficiency will continue to increase
in size and Per Share Merger Price will be reduced. There can be no assurance that the Deficiency will not increase substantially prior to the Determination Date (the date the final Per Share Merger Price will be determined). Furthermore, there can
be no assurance that the Deficiency will not exceed $10 million as of the Determination Date and that the Merger Agreement will not be terminated as a result thereof.
In addition to our trend of increasing delinquencies in our residential construction portfolio, as of the date of this Current Report on Form 8-K, we have one large lending relationship that is currently delinquent,
and if it deteriorates further, could have a significant impact on our level of non-performing
loans and, consequently, on the resulting Per Share Merger Price. This relationship consists of five loans secured by residential and commercial properties,
with total outstanding balances of $9.5 million at September 30, 2007. If these loans should become 90 days delinquent, they will be considered non-performing loans. Accordingly, if payment is not received prior to the dates set forth below,
these loans would become 90 days delinquent as follows: (a) on November 30, 2007, three loans totaling $3.9 million may become 90 days delinquent, (b) on December 16, 2007, a loan totaling $1.9 million may become 90 days
delinquent, and (c) on December 25, 2007, a loan totaling $3.7 million may become 90 days delinquent. Management is currently working with this borrower and has not determined these loans to be impaired. Based on the currently anticipated
date for the closing of the merger transaction, any further deterioration of this lending relationship should have no adverse impact on the Per Share Merger Price. However, there can be no assurance that the merger transaction will close on the
anticipated closing date, if at all.
The Company has commenced the solicitation of the necessary shareholder approvals of the Merger
Agreement to be voted upon at a special meeting to be held November 26, 2007, unless properly postponed or adjourned to a later time. If approved, the merger is expected to close in the fourth quarter of 2007.
The information contained herein is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this report (including the exhibit hereto) is not to be incorporated by reference into any of the
Companys filings with the Securities and Exchange Commission, whether filed prior to or after the furnishing of this Form 8-K, regardless of any general or specific incorporation language in such filing.
[Rest of Page Intentionally Blank. Signature on following Page.]